The year 1939, which saw the release of films such as "The Wizard of Oz," "Gone With the Wind," "Mr. Smith Goes to Washington," "Ninotchka" and "Dark Victory," is still considered the single greatest year in Hollywood's history. George Cukor's "The Women" may not be among the all-time greats, but it's still a classic, thanks to its all-female cast, its vicious send-up of "ladies who lunch" and amazing performances by Joan Crawford, Rosalind Russell and Mary Boland.

It's easy to understand why writer-director Diane English wanted to re-mine this rich comic vein with a 21st century remake. But the fact is that English, at least, can't update "The Women" without removing its politically incorrect and hopelessly dated structural underpinnings. Viewed from the vantage point of our more enlightened time, Cukor's film is a guilty pleasure. Take away all the antiquated ideas about women's societal roles and it's very earnest, often engaging, but not quite as much of a pleasure.

Typical happy ending

For those who never saw Cukor's original, whose screenplay by Anita Loos ("Gentlemen Prefer Blondes") and Jane Murfin was based on the Broadway play by Clare Boothe Luce, the central plot element is the seemingly perfect marriage of endlessly sunny and noble Mrs. Stephen Haines (Norma Shearer). This was back in the days when a married woman was always referred to by her husband's name, of course. Mary Haines' life falls apart when her so-called friends find out that her husband is fooling around with trashy perfume saleswoman Crystal Allen (Crawford, in one of her best performances).

Mary's first inclination is to try to tough it out, but the situation becomes impossible once Mary's friend Sylvia Fowler (Russell, proving to Hollywood that she was a great comedian) stirs things up and Mary hightails it to Nevada to get what gossip columnists used to call "Reno-vated" - divorced.

Of course it all gets sorted out, Stephen sees the error of his ways and the film ends with Mary rushing back toward his never-seen arms.

In the new version, Mary (Meg Ryan), is a modern woman who correctly believes she can have it all. A loving wife and mother to teenage daughter Molly (India Ennenga), Mary has a career as a dress designer for her father's clothing company. In an instant, it all disappears: She finds out that Stephen is having an affair and her father fires her.

But at least she has the support of her friends, like Sylvie Fowler (Annette Bening), the editor of an upscale women's magazine; Edie Cohen (Debra Messing), a full-time mom looking for creative outlets between serial pregnancies; Alex Fisher (Jada Pinkett Smith), a very out lesbian writer; and Mary's mom, Catherine (Candice Bergen), who reveals that Mary's father strayed a bit and the best way to deal with it is to wait it out.

In both films, waiting it out becomes impossible when Sylvia/Sylvie spills the beans to a gossip columnist, the affair becomes public and Mary is forced to take action. Where Russell's Sylvia is just a backbiting meddler, Bening's Sylvie, otherwise loyal to Mary, has a moment of weakness when her job is on the line and confirms Stephen's affair to columnist Bailey Smith (Carrie Fisher) to get Smith to write a story for her magazine.

Journey of discovery

Although Cukor's film was set in the dark ages, Shearer's Mary isn't a total wimp. Yes, she'll do anything to get Stephen back and is willing to forgive him his trespasses with the tramp, but she's also been on a small journey of discovery. She's found a few vertebrae of backbone, at least, and is ready to stand up against women like Crystal and, for that matter, false friends like Sylvia.

That journey isn't enough for 2008, of course. At first, Ryan's Mary, too, wants Stephen back, but she eventually learns she needs to get her own sense of self back first.

Brava. Very correct. Very noble. The trouble is, English doesn't make much of it very enjoyable. She's so careful to resist the Neanderthal sensibilities of the original film, she often neglects to make her version of the story, well, fun. Worse, it's only occasionally believable. Ryan, whose career has foundered in recent years, is very appealing here, but in key moments, she seems to be doing a Dan Quayle imitation, i.e.: deer in headlights. She's just found out her husband is fooling around on the side. What does she do? She blinks a few times and goes to lunch with Mom. Eventually, she gets angry, but still her reactions are too controlled to seem entirely authentic. It's one thing to want to celebrate women's strength, but does being strong meaning failing to show emotion?

Bening has some wonderful moments, including a terrific scene where she tries to help Mary's daughter deal with the crisis in her parents' marriage. That fact that she's so damn good at all times may disappoint those who rightly love Russell's over-the-top performance as Sylvia, but there's a credibility problem in the Bening character: She simply has too much character to compromise her friendship with Mary as she does. Of course, she regrets it later. We do, as well, but, worse, we don't really believe it.

Bergen, back working with her "Murphy Brown" creator, is really extraordinary as Mary's mother. Her part is small, but she gives it wonderful nuance and depth of character. Also doing superb work are Messing; Pinkett Smith; Cloris Leachman, as Mary's housekeeper; and Debi Mazar, as the tattling manicurist. Eva Mendes is OK as "the other woman" only if you never saw Crawford's Crystal Allen. Where Crawford gave Crystal the ability to purr one moment and scratch the eyes out of anyone who threatened her the next, Mendes plays Crystal on one note.

Bette Midler has a cameo as Leah Miller, a kind of Sue Mengers-ish Hollywood agent who offers Mary some advice at the health spa, which substitutes for the Nevada ranch of the original film. Midler, who seems to be channeling her "For the Boys" character, is wasted here. Part of the reason is that the pivotal role of the Countess de Lave in Cukor's film had to be cut back to a cameo once English dispensed with the subplot of Crystal stealing the countess' latest husband, Buck Winston, after she finally becomes the new Mrs. Stephen Haines.

Fails to connect

But does "The Women" fail to connect only by comparison to the politically incorrect 1939 film? Alas, no. Even those who never saw Cukor's movie will feel something is missing in English's version. Yes, some of what's missing is humor and snappy dialogue, but that could be forgiven, if only some of the characters were more believable and the direction not quite as uneven. English knows how to get good performances out of her cast, but her pacing is languid and sloppy, so much so that one is tempted to believe that for all she knows about pacing a 30-minute sitcom, English isn't quite ready to tackle the longer form.